Meeting Details

The 32nd Annual General Meeting (for Financial Year 2025-26) was held through Video Conferencing/Other Audio Visual Means facility on Tuesday, September 22, 2026 at 04:00 P.M. (IST) and concluded at 05:05 P.M. (IST).

Proposed Resolutions and Implications

The meeting considered and voted on ten resolutions:

1. Ordinary Resolution: To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements for FY 2025-26

2. Ordinary Resolution: To declare Dividend on Equity Shares for FY 2025-26

3. Ordinary Resolution: To reappoint Mr. Rajesh Sharma (DIN: 00020037) as Director retiring by rotation

4. Special Resolution: To reappoint Dr. Nupur Mukherjee (DIN: 10061931) as Independent Director

5. Special Resolution: To reappoint Mr. Shishir Priyadarshi (DIN: 03459204) as Independent Director

6. Special Resolution: To amend the Employee Stock Option Plan Scheme

7. Special Resolution: To approve Borrowing in excess of Paid-up Capital & Free reserves

8. Special Resolution: To approve Mortgage/Create charge on company assets

9. Special Resolution: To approve Conversion of Loan into Equity

10. Special Resolution: To revise Commission payable to Non-Executive Directors

Voting Process and Methods

Voting was conducted through:

  • Remote e-voting from September 18, 2026 (10:00 AM) to September 21, 2026 (05:00 PM)
  • Electronic voting during the AGM on September 22, 2026
  • The company used NSDL's e-voting facility
  • Cut-off date for voting eligibility was September 15, 2026

Key Voting Outcomes

Shareholder Participation

  • Total shareholders as on cut-off date: 81,462
  • Shareholders attended through VC/OAVM: Promoters (5), Public (66)

Resolution-wise Results:

Resolution 1 (Financial Statements Adoption)

  • Total votes cast: 876,814,869 (91.1304% of outstanding shares)
  • Votes in favor: 875,998,750 (99.9069%)
  • Votes against: 816,119 (0.0931%)

Resolution 2 (Dividend Declaration)

  • Total votes cast: 876,837,463 (91.1328%)
  • Votes in favor: 876,837,342 (100.00%)
  • Votes against: 121 (0.00%)

Resolution 3 (Rajesh Sharma Reappointment)

  • Total votes cast: 876,814,869 (91.1304%)
  • Votes in favor: 876,814,489 (100.00%)
  • Votes against: 380 (0.00%)

Resolution 4 (Nupur Mukherjee Reappointment)

  • Total votes cast: 876,814,869 (91.1304%)
  • Votes in favor: 876,814,739 (100.00%)
  • Votes against: 130 (0.00%)

Resolution 5 (Shishir Priyadarshi Reappointment)

  • Total votes cast: 876,814,869 (91.1304%)
  • Votes in favor: 861,023,995 (98.1991%)
  • Votes against: 15,790,874 (1.8009%)

Resolution 6 (ESOP Scheme Amendment)

  • Total votes cast: 876,827,418 (91.1317%)
  • Votes in favor: 821,939,768 (93.7402%)
  • Votes against: 54,887,650 (6.2598%)

Resolution 7 (Borrowing Approval)

  • Total votes cast: 876,827,418 (91.1317%)
  • Votes in favor: 876,827,164 (100.00%)
  • Votes against: 254 (0.00%)

Resolution 8 (Mortgage/Create Charge)

  • Total votes cast: 876,827,368 (91.1317%)
  • Votes in favor: 876,826,864 (100.00%)
  • Votes against: 504 (0.00%)

Resolution 9 (Loan to Equity Conversion)

  • Total votes cast: 876,827,418 (91.1317%)
  • Votes in favor: 873,634,475 (99.6359%)
  • Votes against: 3,192,943 (0.3641%)

Resolution 10 (Director Commission Revision)

  • Total votes cast: 876,827,418 (91.1317%)
  • Votes in favor: 876,824,679 (99.9997%)
  • Votes against: 2,739 (0.0003%)

Category-wise Voting Breakdown:

All promoter votes (576,511,308 shares) were cast in favor of all resolutions. Public institution and non-institution shareholders showed minor opposition on some resolutions, particularly Resolution 5 (Independent Director reappointment) and Resolution 6 (ESOP amendment).

Scrutinizer's Role and Findings

Mr. Dinesh Kumar Deora, Company Secretary, was appointed as Independent Scrutinizer. His report confirms:

  • All voting processes complied with Section 108 of Companies Act, 2013 and Rule 20 of Companies (Management and Administration) Rules, 2014
  • The e-voting results were unblocked in the presence of two witnesses (Pankaj Makharia and Siddharth Panjri)
  • No invalid votes were recorded in any resolution
  • All resolutions passed with requisite majority

Compliance Confirmation

The company confirmed compliance with:

  • SEBI Listing Obligations and Disclosure Requirements Regulations, 2015
  • Companies Act, 2013 and relevant rules
  • MCA and SEBI circulars regarding e-voting and virtual meetings